Terms of Service

Effective on July 4, 2011.

These terms and conditions (the “Terms of Service”) govern your access to and the use of iCi Platform web site ( the “Site”) that link to or reference these Terms od Service (collectively the “Service”). By accessing or using the Service, you are agreeing to these Terms of Service and concluding a binding legal contract with iCi Platform-eatlocal.com inc. Do not access or use the Service if you are unwilling or unable to be bound by the Terms of Service.

1. DEFINITIONS

"You" and "your" refer to you, as a user of the Service. A "user" is someone who accesses, browses, crawls, scrapes, or in any way uses the Service. "We", "us", and "our" refer to iCi Platform.

"Content" means text, images, photos, audio, video, location data, and all other forms of data or communication. "Your Content" means Content that you submit or transmit to, through, or in connection with the Service, such as ratings, reviews, compliments, invitations, check-ins, messages, and information that you publicly display or displayed in your account profile. "User Content" means Content that users submit or transmit to, through, or in connection with the Service. "iCi Platform Content" means Content that we create and make available in connection with the Service. "Third Party Content" means Content that originates from parties other than iCi Platform or its users, which is made available in connection with the Service. "Site Content" means all of the Content that is made available in connection with the Service, including Your Content, User Content, Third Party Content, and iCi Platform Content.

“iCi Platform” means iCi Platform – eatlocal.com, its directors, officers, managers, employees and any person or entity that could be held liable for legal or contractual reasons.

2. CHANGES TO THE TERMS OF SERVICE

We may modify the Terms of Service from time to time. When changes are made, we will notify you by making the revised version available on this webpage, and will indicate at the top of this page the date that revisions were last made. You should revisit these Terms of Service on a regular basis as revised versions will be binding on you. Any such modification will be effective upon our posting of new Terms of Service. You understand and agree that your continued access to or use of the Service after any posted modification to the Terms of Service indicates your acceptance of the modification.

3. USING THE SERVICE

Eligibility To access or use the Service, you must be 18 years or older and have the requisite power and authority to enter into these Terms of Service. IF YOU ARE UNDER 18, YOU MUST USE IT UNDER APPROPRIATE GUIDANCE OR ASSISTANCE TO ENTER INTO THESE TERMS AND SERVICES. You may not access or use the Service if we have previously banned you from the Service or closed your account.

Permission to Use the Service We grant you permission to use the Service, subject to the restrictions in these Terms of Service, as may be amended. Your use of the Service is at your own risk, including the risk that you might be exposed to Content that is offensive, indecent, inaccurate, objectionable, misleading, or otherwise inappropriate.

Site Availability The Service may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability to iCi Platform.

User Accounts You must create an account and provide certain information about yourself in order to use some of the features that are offered through the Service. You are responsible for maintaining the confidentiality of your account password. You are also responsible for all activities that occur in connection with your account. You agree to notify us immediately of any unauthorized use of your account. We reserve the right to close your account at any time for any or no reason, iCi Platform acting reasonably. There are two types of accounts:

A "Personal Account" is an account for your personal, non-commercial use only. In creating a Personal Account, we ask that you provide complete and accurate information about yourself to bolster your credibility as a contributor to the Service. You may not impersonate someone else (e.g., adopt the identity of a celebrity or your next-door neighbor), create or use an account for anyone other than yourself, provide an email address other than your own, or create multiple Personal Accounts. If you use a pseudonym, take care to note that others may still be able to identify you if, for example, you include identifying information in your reviews, use the same account information on other sites, or allow other sites to share information about you with iCi Platform. Please read our Privacy Policy for more information.

A "Business Account" is an account to be used solely for the purpose of representing your business in connection with the Service. In creating or updating a Business Account, you must be an authorized representative of the business in question, and you must provide complete and accurate information about yourself and the business you represent. You may not provide an email address that is not your own. If you are no longer an authorized representative of the business in question, you must close your Business Account immediately.

Communications from iCi Platform and other Users By creating an account, you agree to receive certain communications in connection with the Service. For example, you might receive compliments or friend requests from other Users. You will also receive our weekly e-mail newsletter about happenings in your neighborhood.

4. CONTENT

Responsibility for Your Content You alone are responsible for Your Content, and once published, it cannot always be withdrawn either for technical reasons or if the rights or interests of third parties are involved. You assume all risks associated with Your Content, including anyone's reliance on its quality, accuracy, or reliability, or any disclosure by you of information in Your Content that makes you personally identifiable. You represent that you own, or have the necessary permissions to use and authorize the use of Your Content as described herein. You may not imply that Your Content is in any way sponsored or endorsed by iCi Platform. You assume all liability if your content is false, intentionally misleading, or defamatory, violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right, contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; or violates or advocates the violation of any law or regulation.

Our Right to Use Your Content We may use Your Content in a number of different ways, including publicly displaying it, reformatting it, incorporating it into advertisements and other works, creating derivative works from it, promoting it, distributing it, and allowing others to do the same in connection with their own websites and media platforms ("Other Media"). As such, you hereby irrevocably grant us a world-wide, non-exclusive, royalty-free, license and transferable rights to use Your Content for any purpose. You also irrevocably grant the users of the Service and any Other Media the right to access Your Content in connection with their use of the Service and any Other Media. Finally, you irrevocably waive, and cause to be waived, against iCi Platform and its users any claims and assertions of moral rights or attribution with respect to Your Content. By "use" we mean use, copy, publicly perform or display, distribute, modify, translate, and create derivative works of Your Content.
• Ownership As between you and iCi Platform, you own Your Content. We own the iCi Platform Content, including but not limited to visual interfaces, interactive features, graphics, design, compilation, computer code, products, software, aggregate user review ratings, and all other elements and components of the Service excluding Your Content, User Content and Third Party Content, subject to our right to use as indicated in these terms of Service. We also own the copyrights, trademarks, service marks, trade names, and other intellectual and proprietary rights throughout the world (the "IP Rights") associated with the iCi Platform Content and the Service, which are protected by copyright, trade design, patent, trademark laws and all other applicable intellectual and proprietary rights and laws. As such, you may not use, modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit any of the iCi Platform Content in whole or in part except as expressly authorized by us. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the Service and the iCi Platform Content are retained by us.
• Advertising iCi Platform and its licensees may publicly display advertisements and other information adjacent to or included with Your Content. You are not entitled to any compensation for such advertisements. The manner, mode and extent of such advertising are subject to change without specific notice to you.

Content Feeds We make some of the Site Content (the "Feed Content") available via Real Simple Syndication and Atom feeds (the "Feeds"). You may access and use the Feeds in order to display Feed Content on your personal computer, website, or blog ("Your Site"), provided that (i) your use of the Feeds is for personal, non-commercial purposes only, (ii) your display of the Feed Content links back to the relevant pages on ICI's websites, and attributes iCi Platform as the source of the Feed Content, (iii) your use or display of the Feed Content does not suggest that iCi Platform promotes or endorses any third party causes, ideas, websites, products or services, including Your Site, (iv) you do not redistribute the Feed Content, and (v) your use of the Feeds does not overburden iCi Platform's systems. iCi Platform reserves all rights in the Feed Content and may terminate the Feeds at any time. Please select "Partnerships" on our contacts page here to inquire about other possible uses of the Feeds.

Other We reserve the right to remove, screen, edit, or reinstate User Content from time to time at our sole discretion and without notice to you. We may remove a review if we believe it violates our Content Guidelines. We have no obligation to retain or provide you with copies of Your Content, nor do we guarantee any confidentiality with respect to Your Content.

5. RESTRICTIONS

We are under no obligation to enforce the Terms of Service on your behalf against another user. While we encourage you to let us know if you believe another user has violated the Terms of Service, we reserve the right to investigate and take appropriate action at our sole discretion. Please read our Netiquette for more information

6. GUIDELINES AND POLICIES

Privacy You represent that you have read and understood our Privacy Policy. Note that we may disclose information about you to third parties if we have a good faith belief that such a disclosure is reasonably necessary to (i) take action regarding suspected illegal activities; (ii) enforce or apply our Terms of Service and Privacy Policy; (iii) comply with legal process or other government inquiry, such as a search warrant, subpoena, statute, judicial proceeding, or other legal process served on us; or (iv) protect our rights, reputation, and property, or that of our users, affiliates, or the public. If you use the Service outside of Canada and the United States, you consent to having your personal data transferred to and processed in Canada and the United States.

7. SUGGESTIONS AND IMPROVEMENTS

By sending us any ideas, suggestions, documents or proposals ("Feedback"), you agree that (i) your Feedback does not contain the confidential or proprietary information of third parties, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development, and (iv) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, publish, distribute and sublicense the Feedback.

8. FRAUDULOUS USE

The Service may include links to other websites or applications (each, a "Third Party Site"). We do not control or endorse any Third Party Site. You agree that we are not responsible for the availability or contents of such Third Party Sites. Your use of Third Party Sites is at your own risk.

9. THIRD PARTIES

You must be aware that a fraudulous use of our Site beyond our control, by a third party user or not, is always a possibility notwithstanding our efforts, and that it is your responsibility to take appropriate means to protect while using the Site or disclosing information.

10. INDEMNITY

You agree to indemnify and hold iCi Platform, its parents, subsidiaries, affiliates, any related companies, suppliers, licensors and partners, including costs, liabilities and legal fees, from any claim or demand made by any third party due to or arising out of (i) your access to or use of the Service, (ii) your violation of the Terms of Service, or (iii) the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. iCi Platform reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of iCi Platform. iCi Platform will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

11. DISCLAIMERS AND LIMITATIONS OF LIABILITYPlease read this section carefully since it limits the liability of iCi Platform and its subsidiaries, affiliates, and licensors (collectively, the "iCi Platform entities").

the service available is made available to you on an "as is" basis. your use of the service is at your own discretion and risk.

the iCi Platform entities make no claims or promises about the conduct of third parties. accordingly, the iCi Platform entities are not liable to you for any loss or damage that might arise from their actions, including, for example, if another user misuses your content or identity, or if you have a negative experience with one of the businesses listed on the service, including negative esperience respecting monetary aspects such as payments to be made or received or delivery of products.

the iCi Platform entities make no claims or promises about the quality, accuracy, or reliability of the business listings, ratings, and reviews, or the safety or security of the service. accordingly, the iCi Platform entities are not liable to you for any loss or damage that might arise from your reliance on the quality, accuracy, or reliability of the business listings, ratings, or reviews, or the safety or security of the service.

the iCi Platform entities expressly disclaim all warranties, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

your sole and exclusive right and remedy in case of dissatisfaction with the service or any other grievance shall be your termination and discontinuation of access to, or use of the service.

the iCi Platform entities disclaim all liability for any (i) indirect, special, incidental, punitive, exemplary, reliance, or consequential damages, (ii) loss of profits, (iii) business interruption, or (iv) loss of information or data.

12. CHOICE OF LAW AND VENUE

These Terms of Service and any claim or dispute will be governed by the applicable laws of Canada an of the Province of Quebec and You agree to submit and consent to the personal and exclusive jurisdiction of the Province of Quebec respecting any claim or dispute.

13. TERMINATION

You may terminate the Terms of Service at any time by closing your account, discontinuing your use of the Service, and providing iCi Platform with a notice of termination here. If you close your account, we may continue to display Your Content where it implicates other users

We may close your account, suspend your ability to use certain portions of the Service, and/or ban you altogether from the Service for any or no reason, and without notice or liability of any kind. Any such action could prevent you from accessing your account, the Service, Your Content, Site Content, or any other related information.

14. GENERAL TERMS

We reserve the right to modify, update, or discontinue the Service at our sole discretion, at any time, for any or no reason, and without notice or liability.

We may provide you with notices, including those regarding changes to the Terms of Service by email, regular mail or communications through the Service.

Except as otherwise stated in Section 8 above, nothing herein is intended, nor will be deemed, to confer rights or remedies upon any third party.

The Terms of Service contain the entire agreement between you and us regarding the use of the Service, and supersede any prior agreement between you and us on such subject matter. The parties acknowledge that no reliance is placed on any representation made but not expressly contained in these Terms of Service.

The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

If any provision of the Terms of Service is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the Terms of Service shall otherwise remain in full force and effect and enforceable.

The Terms of Service are not assignable, transferable or sublicensable by you except with iCi Platform's prior written consent, but may be assigned or transferred by us without restriction. Any assignment attempted to be made in violation of the Terms of Service shall be void.